Wolf in Hobbit's Clothing
by Ulura
Summary: The fact that many Hobbits, especially those of the Great families such as Took and Brandybucks, were skin changers was a secret kept tightly within the walls of the Shire. Bilbo has kept his nature hidden from the Dwarves but soon the secret proves too difficult to keep. How will the Dwarves react and how will Bilbo's true nature effect their quest?
1. Chapter 1

**Hello all! Almost a year ago I claimed that Bilbo son of Durin and the Ring was my last fanfic, well, I couldn't help it the writing bug has bitten me again! **

**AUTHOR NOTES**

**This story begins where the film Desolation of Smaug does, mostly because I wanted Bilbo to meet Beorn as quickly as possible. **

The fact that many Hobbit, especially those of the Great families such as Took and Brandybucks, were skin changers was a secret kept tightly within the walls of the Shire. Even Gandalf, with all his knowledge, hadn't discovered it for several years after befriending the Hobbits of the Shire many generations ago. They were not impressive for the most part, the Underhill were badgers, the Brandybucks were ponies and the Baggins were, until Bilbo's birth, entirely full of rabbits. The Tooks of course, were the exception, weren't they always? Wolves, with great sharp teeth, pointed claws and sharp ears that were entirely unrespectable. A pony can pull carts, a badger or rabbit can dig but what use was a wolf to Hobbits? But for the most part, the few wolves that littered the Shire were tolerated or at the very least ignored.

When Bilbo was born it was expected he would be a regular Hobbit, like his father but instead he took for his Took mother. His skin changing wolf mother. The first time Bilbo had changed he was only a few summers old, throwing a tantrum one moment and the next his mother had a handful of fur and a very confused pup instead of her angry Hobbit. His mother had been a beautiful wolf by any standard, short white fur with bright eyes rimed with black patches. But Bilbo was not nearly as lucky.

After his 33rd birthday Bilbo had changed only a handful of times. As a child he;d enjoyed a good fight or hunt with his Took cousins as much as the next, but after his parents deaths his Baggins side had finally taken hold. So his wolf stayed firmly under lock and key, that is until, a certain company came along and swept him away on one of those terribly unrespectable things, an adventure.

-oOo-

Bilbo scurried along the rocks, carefully watching the orc pack atop their wargs only several leagues from him. Seeing wargs for the first time on this journey had certainly shaken him, more so than any Orc or Goblin had been able too. Especially the white matriarch that Azog rode. It reminded him of his mother in the most disturbing ways, like she had been reflected in a mirror, darkly.

Many times he had thought of shifting, especially during the fight with Azog but something had always made him stop. Gandalf was well aware of his "condition" as he'd phrased it but also had neglected to mention it. Deep down, Bilbo was afraid of what the Dwarves would think of him. As far as Bilbo knew, there were no skin changers left amongst the other races, if there were surely the Elves would house some. Would they think him a monster?

Shaking his head Bilbo went back to the task at hand, tracking the Orc pack. Even without shifting he could smell them in the air and if he focused his sharp ears could hear their voices. He didn't speak any Orc though, making this secret talent next to useless. He watched with a sigh of relief when Azog motioned his troops forward, down a pass that lead further away from their current hiding place within the crags. Taking his chance the Hobbit was about to return to the company when he spotted or rather smelt, something else tracking the orc pack. The musty scent was unmistakable, slightly human, slightly animal. Skin changer. A man by the scent of it. The shock had Bilbo frozen on the spot for several seconds before the sight of a great bear padding out of the nearby tree line bought him to his senses. It was much like he expected, a normal animal in form but almost twice the usual size.

Bilbo had spent many months learning to hunt, fight, track and even think like a wolf in his tween years and though rusty the lessons were still there. Even so it didn't take much to deduce that this skin changer wasn't just tracking, it was hunting. Bilbo felt his skin itch with the urge to change, to go and meet this mysterious skin changer and warn them of the Orc packs might, a single bear could not possibly win. But then the winds changed slightly and the familiar scent of the company wafter back his way, reminding him that they were all waiting for him. He'd already been gone for some time, Gandalf was probably worried.

Silently, Bilbo made his way back across the rocks, most of his thoughts still on the strange skin changer. The bear let out a roar across the mountains, a warning to those invading its territory. Bilbo prayed it hadn't caught his scent too.

-oOo-

"They are not far from us!" Bilbo hissed, quickly gaining attention with his return, "They are heading down into the valley but it won't be long before those wargs sniff us out. If we can get further north, I think they will lose the trail."

"Were you seen?" Gandalf asked urgently, sighing when Bilbo shook his head.

"You've done well Mr. Baggins." Thorin praised, something that would have been impactful only hours ago but now the bear took the forefront of Bilbo's mind.

"There is something else out there." He warned, "It's tracking the Orcs but I don't think it'll take kindly to us if it realises we're here."

"What sort of creature?" Gandalf asked slowly, "What form did it take, a bear?"

Bilbo almost did a double take.

"Yes…you knew?" To the company it just appeared as if Bilbo was angry at Gandalf for keeping a monster secret. But both one look could tell Gandalf the question the Hobbit really wanted to ask was "Why didn't you mention a skin changer to me!?"

"We should double back." Bofur suggested, "Avoid this beast at all costs."

"We'll be run down by a pack of Orcs if we do." Thorin growled, "The Company is strong, we can fight a single bear."

"This is no ordinary bear." Gandalf warned, "There is a house, in which we can take refuge, the Orcs would never venture close enough without being hunted down, it is there we shall go."

The Dwarves looked sceptical.

Another great roar echoed over the hills making Bilbo shiver, the bear was closer now. Had it started hunting them instead of the Orcs? Gandalf gave them all a grave look.

"Can this bear really hold its own against an Orc pack?" Bilbo questioned in awe.

"Oh yes."

**I hope you liked this introduction! If you do please review it really helps me to get writing! I didn't describe Bilbo's wolf form yet because I have a specific scene in mind to describe it to you but I have used art programs to make some pictures so I will upload those to my DeviantArt account later and give you guys the links ****J**

**Constructive criticism and suggestions are always welcome but no flames please, if you don't like the story please just go read something else. **

**Thanks for the reviews! Ulura**


	2. Chapter 2

On any other day the intense chase through the woodlands to the mysterious house would have tired Bilbo completely. But now, as the rest of the company slept peacefully on the straw covered floor Bilbo was wide awake. The bear that had chased them for the last leg of the journey was undoubtedly this "Beorn" Gandalf spoke of. A skin changer, a human skin changer. Bilbo had no idea other races had skin changers, his mind was buzzing like the large bees he'd seen floating past his windows. Was this Beorn friend or foe? Why did he chase them? Where was he now?

The last question was answered when he heard heavy footsteps approaching the house, not the shaking, lumbering steps of a bear, but that of a very tired man. Swallowing his fear Bilbo silently jumped to his feet and made his way to the door, easily flipping the latch and slipping outside before the other skin changer could enter.

And with that he came face to face with the biggest man the Hobbit had ever seen.

This was clearly a skin changer who spent more time than not in his animal form. His large body was hairy and coated in dust and grime in places. Bilbo did his best to appear as though he wasn't staring, especially seeing as the man wasn't clothed, having just shifted.

"Hello." He spoke up, the word coming out meeker than he anticipated, "My name is Bilbo Baggins."

Beorn snorted and Bilbo felt his confidence drop. He didn't know what else to say, how did one start a conversation with such a being?

"Beorn." He rumbled, "Not a Dwarf I see."

"Uh, no I'm a Hobbit and uh…" Bilbo stammered, he knew his sense of smell was greater as a wolf than a bears but did Beorn really not realise what he was?

"I'm also uh, well a skin changer."

That seemed abrupt, apparently Beorn agreed because he knelt down and stared. Bilbo flinched back as the Skin changer glared at him for a few moments before inhaling deeply through his nose.

"You do smell different…" He growled, "But I've not met a Hobbit before. There are no more skin changers, Azog took them all."

"The pale orc?" Bilbo squeaked, "Why would he want skin changers?"

"For entertainment." Beorn hissed.

"Well, there are skin changers, at least there are among my people." Bilbo said softly, realising quickly he had touched a nerve, "Not a great deal but a few hundred. Though, no bears I'm afraid, but plenty of rabbits, ponies and badgers, even a few otters and ferrets."

Beorn looked at him with steely eyes. Clearly he thought this was some sort of cruel joke at his expense. Bilbo could feel cool sweat forming on the back of his neck, the last thing he wanted was for Beorn to turn into that great bear again and rip him limb for limb.

"A-and my clan, my family I mean, we're, well _I'm_ a wolf." He finally stammered out, "I haven't really shifted in years but, well I could, if I wanted to I mean. I just, well you see I've not met another skin changer in so long and I was curious is all."

This was such a bad idea, he could feel Beorn glowering at him as he stared at his feet awkwardly.

"Do it."

Huh?

Bilbo looked up again and blinked in surprise.

"If you truly are a skin changer, then show me."

"Oh-okay!"

Nervously Bilbo disrobed. It was quite normal for skin changers to be naked after all, before and after shifting but it had been quite some time and the air was hardly warm this time of night. Though, he had to admit, his heart was pounding with excitement. It had been so long since he shifted, the wolf inside of his was itching to run free again, like when he was a pup, chasing his mother through the forests of at Bree on his way to visit relatives.

The change was quick, it lasted but a few seconds but to describe the sensation was near impossible. One would expect muscles and bones extending and changing shape along with the internal shift or organ and sudden growth of fur would hurt and in a way it did. The skin burned and itched slightly but that lasted only a few choice seconds before Bilbo felt as at home on four paws as he had on two feet.

On instinct he shook his long fur out, revelling in his senses growing stronger. His sense of smell and hearing were always above those of a normal Hobbit but now they had more than doubled in strength.

Beorn looked at him with a mixture of anger and wonder, Bilbo hoped the rage part wasn't aimed at him. Sensing the bear's shock he stayed still and allowed him to run his fingers through his long fur. He stood a little taller now, the same size as the pony he'd ridden so far on this journey with at the very least. He was still a lot shorter than the beast of a man that was Beorn, but it did make looking him in the eye a lot easier.

"I never dreamed I would see one of my kind again." Beorn whispered.

_"I'm not a bear." _Bilbo reminded him, only just remembering to speak with his mind not his mouth.

A Hobbit's mouth was built for words, a wolf's was not. Luckily Skin changers possessed the innate ability to project their thoughts when in animal form.

"You are close enough." Beorn chuckled, shifting. Bilbo did his best not to cower, as a bear, Beorn was even more colossal.

Suddenly all the pent up energy he'd been holding back seemed to bubble to the surface and Bilbo found himself taking off into Beorn's compound. Tail wagging and barking for Beorn to try and catch him. It had been a long time since he'd played Hide and Hunt or play fought with anybody, suddenly he was dying to.

He had no hope of beating Beorn in a fight, that much was obvious, but he had the speed advantage. If wolves could laugh Bilbo would be as he dashed about the bears legs. Jumped on his back and swiped playfully at his ears.

_"Is that the best you've got?" _Bilbo teased, nipping at the bear's paws only to find himself gently thrown in the air before he landed with a thud in a juniper bush. Beorn rumbled.

_"Care to try again?"_

Bilbo whipped his tail between his legs in a sign of compliance.

_"No, no, you win." _

Bilbo sneezed as the leaves ticked his nose, he was trying his best not to completely ruin Beorn's garden but the bush ended up with half its twigs in his fur anyway.

_"Sorry." _He whined, picking the sticks out with the help of Beorn's claws.

Beorn just yawned before heading back to the house in the middle of the compound. Bilbo felt a little guilty, realising the other skin changer was probably tired from hunting, and no doubt fighting, orcs. But their short bout of rough housing had his blood pumping, he couldn't shift back now, he'd never sleep.

Lacking any better ideas he wandered the compound, noting the sweet smell of honey coming from the large bee hives not far away by the river. He hoped he'd get the chance to taste some of the honey those bees made before they left, it smelt divine. Busy day dreaming about toast and crumpets Bilbo made his way to the river and lowered his muzzle to drink, only then did he realise he could smell something else besides the honey.

There was a dwarf nearby.

* * *

><p><strong>Next chapter I shall finally give a detailed description of what Bilbo's wolf form looks like! Who do you think has come outside? Who's the first Dwarf to see Bilbo as a wolf? <strong>


	3. Chapter 3

Kili was sure he'd heard signs of a fight nearby. When he'd awoken he was sure he heard growls and heavy footfalls but by the time he'd roused Fili there had been nothing but silence and his brother had grumpily told him to go back to sleep.

"Gandalf says Orcs can't get past the bear." He'd sighed sleepily, "You probably just heard it patrolling or something."

Deep down Kili knew Fili was probably right but he just couldn't make himself fall asleep again. Finally, after a little tossing and turning he'd gotten up, deciding the only way to appease his anxious mind was to look around himself. The Goblin tunnels and the fight with Azog had put him on edge to say the least.

He wandered the compound for several minutes with his hand resting on his bow before he finally relaxed. He felt a bit foolish really, luckily nobody else had seen him acting so skittish, well expect Fili but he'd probably forget in his sleep addled state. He was about to turn back when he felt the hair on the back of his neck turn up, like somebody was watching him. His sharp eyes scanned the hives and trees spotting something half hidden by some juniper bushes down by the river's edge. The creature stepped out into the moonlight and Kili felt his eyes widen.

There standing there was the largest wolf he had ever seen. It stood as tall as his pony with shaggy russet fur and bright eyes that seemed almost familiar. Even at this distance he could see white fangs poking from its mouth and sharp black claws. It stood there staring at him with an unreadable expression, as if it was just as shocked to see him.

All of a sudden it flicked its ears forward and gave, what Kili interpreted as, a friendly whine. It was almost as if the wolf was trying to tell him not to be scared, that it was a friend. It wagged its tail, giving Kili an almost hopeful look. Kili chuckled a little, it reminded him of the dogs they'd used for hunting back in the Blue Mountains.

"Um, hello there." He tried, "I guess you're one of Beorn's animals, I guess everything is bigger here, I thought it was just the bees."

The wolf made a scoffing sound much to Kili's surprise.

"Do you…can you understand me?" He gaped.

The wolf nodded.

"Wow." The Dwarf breathed.

At ease now apparently, the wolf trotted up to him and gave him a sniff. Kili did his best not to flinch, the claws and fangs were close enough to touch him now. Evidently, he did not do a good job of hiding his discomfort as the wolf suddenly stiffened only to nuzzle at him, covering Kili's face in reddy brown fur.

"Arugh!" He coughed, "Down boy! At least, you're a boy yeah?"

The wolf made a strange sound with its throat, a deep rumbling almost like laughter and nodded.

"I get it you're friendly." Kili giggled as the wolf gave him another knock with its head, was this thing _playing_ with him?

The silent question was answered when the wolf began to walk away, only to bat Kili across the head with its thick tail.

"Ow what was that for?" The Dwarf pouted. The wolf just blinked at him innocently, he was playing with him.

"I feel strange just calling you Wolf." Kili sighed, scratching behind the wolf's ears much to his surprise, "But if you do have a name I guess you can't tell me. Maybe I should call you 'Filtiarn' he was the hero wolf in an old fairy tale mother used to tell me."

The russet wolf made an uneasy sound.

"Well how about Raoul?" Kili tried again, "That means 'red wolf' in Khuzdul, that's my language."

Wolf sighed, looking somewhat sad and Kili felt a little guilty for trying to give his new friend an identity having only just met.

"Alright, alright, just Wolf it is." He smiled, Wolf gave him a friendly nudge. He had been about to ask if Beorn was about when Wolf suddenly kicked up his forepaws and knocked him to the ground. With a grunt of annoyance Kili got himself to his feet, thinking he must have offended Wolf more than he thought only to notice his new friends stance. He was crouched low with his tail lashing through the air. He wasn;t angry, he wanted to play.

Catch me! He seemed to taunt, jumping from paw to paw waiting for Kili to make a move.

"I'll have you now I'm the fastest Dwarf in the Company." He grinned, "You won't be outrunning me."

Kili leapt and took off after Wolf but for all his speed he simply couldn't catch the beast. It seemed that along with the size of a horse, he got all their speed and swiftness as well. What was truly infuriating was that Wolf knew this. He'd stop and wait long enough so that Kili would get close, only to take off again.

"I yield!" Kili panted finally, leaning on his knees, "You win! I'll well enough be able to fall asleep again now."

Wolf gave him a friendly bark before rushing off across the compound.

"Geez what's got you in such a hurry?" Kili breathed, still trying to catch his breath, "I guess that's how wolves say goodnight."

-oOo-

Getting changed and ducking inside before Kili made it back hadn't been easy but somehow Bilbo had done it. Thanking Eru for Hobbit inconspicuousness. He had grinned at the fun he;d had at the Dwarf prince's expense, he couldn't help playing with him a little. He knew he should have answered his questions, admitted what he was but somehow that fear still lingered. What the Dwarves would think of him.

He'd fallen asleep almost instantly and woke to the sound of Kili's voice.

"I'm telling you this wasn't a dream! He was as big as Myrtle!"

Blinking awake Bilbo saw the Dwarves all sat at a table far too large for them all nibbling on bread and honey. Gandalf was in the corner smoking his pipe with a small grin on his face, apparently Kili was relaying his little 'adventure' last night.

"Wolves don't grow as big as ponies' boy." Dwalin shrugged, "Simple as that!"

"But look at the bees!" Kili insisted, pointing at the massive buzzing things floating about the room.

"Bee's don't usually grow to that size but Beorn's do!"

"So you think he's really got a collection of giant animals?" Bilbo asked, with a slightly over exaggerated yawn.

"Ask him yourself." Thorin told them, nodding to where the door was opening.

Beorn appeared, in his human form, carrying a pitcher of milk, no doubt from some cows he had hidden away somewhere.

"Ask me what?" Beorn growled, seeming as gruff and unhappy as he had been when Bilbo first met him before revealing his true lineage. Something told Bilbo that this skin changer wasn't overly fond of his Company. The Hobbit had to admit, he preferred the playful friendly Beorn to this one.

"I went outside last night-" Kili began, Bilbo saw Beorn twitch in annoyance.

"-And I met your wolf!" Kili continued, obviously not noticing, "The big reddish brown one! He got me to chase him! He seemed really friendly and he was _huge_! Like big enough to ride and nobody believes me!"

"Ah, yes I know of whom you speak but he's not mine." Beorn replied, seemingly in a better mood all of a sudden, "He simply…showed up recently."

Bilbo bit his lip nervously.

"Oh no need to worry Hobbit." Beorn added, "He's quite safe."

Beorn wasn't going to tell. Bilbo tried to hide his sigh of relief.

"I was rather hoping he'd be up for some sparring after breakfast." Beorn added, seemingly to himself.

"Can we watch?" Ori asked excitably.

"Indeed, such a creature would be a formidable ally or foe." Thorin nodded.

Bilbo tried not to giggle at the prospect of Thorin finding him _formidable_.

"Let's go look for him now!" Fili cheered, swallowing his breakfast in one mouthful, "I want to see him."

Kili and Ori cheered.

"Oh no, not me!" Bilbo argued, "I'm not interested in any fighting or giant wolves, I'll just, um, go down to the bee hives."

In the short time since their arrival he'd noticed the Dwarves distaste for the large insects, nobody would come looking for him there.

"But don't you want to see this giant wolf?" Balin asked teasingly, "You can't have seen anything like it before, I thought your adventurous spirit was awoken in our lattest battle."

"Not that much!" Bilbo replied, jumping down from the table and rushing out the door before any questions were asked. He had to find a place to hide his clothes…

* * *

><p><strong>I searched and searched for a reliable Dwarvish source but I couldn't find one, not one that gave me the words 'red' or 'wolf' anyway. Rauol means Red Wolf in another language, I think it was Hungarian but I can't remember sorry : **

**Next chapter: Its time for more fighting between Beorn and Bilbo and maybe even a certain King under the Mountain…**


	4. Chapter 4

Bilbo howled his excitement into the open sky. He wasn't sure if Beorn would be able to understand the language of a wolf and he was sure the Dwarves wouldn't, but he did it anyway.

Excitement. Anticipation. Daring.

He howled it all up to the heavens before heading toward where he could smell his companions. They were in an open part of the compound, he could hear Kili, Fili and Ori all yelling for him and the clangs of metals as the other Dwarves sparred. Quick as he could he loped toward them, he intended to have some fun today.

_'And after that'_ he promised to himself, _'I'll tell them the truth.'_

-oOo-

Thorin had been sparring with Dwalin when the howl filled the skies. He'd never admit it but the sound took him by surprise, making him almost trip when he parried his companions last thrust. Luckily the clearing seemed to still at the sound and nobody noticed.

"I told you!" Kili beamed, "Where is he Beorn?"

The skin changer didn't reply, but rather shifted into his other form, tearing up his patched clothes in the process. Gandalf made a tutting sound under his breath but quickly became interested in his pipe when the great bear glared at him. Thorin had to admit, Beorn was an intimidating creature, was this wolf of his really as big as himself?

A loud bark filled the air and Thorin finally spotted him, a russet wolf with shaggy fur running toward them. Kili hadn't been exaggerating, he was the size of a horse!

"Wolf!" Kili bellowed, "Hi! It's me Kili!"

Wolf barrelled toward the young Dwarf and knocked him straight off his feet.

"Hey!" Kili pouted as Fili laughed, only to be silenced when the Wolf smacked him across the head with his thick tail.

Thorin felt his eyes narrow in disapproval, this beast clearly needed to be tamed.

Beorn certainly didn't seem to agree with him as he egged the wolf on with barks of encouragement, only to have Wolf set his sights on him. Running at top speed Wolf pounced, knocking the bear onto his back though Thorin suspected Beorn let him. The two wrestled, Boern even throwing the wolf into the air several times. Kili, Fili and Ori cheered Wolf on as he darted back and forth through the bears legs trying to avoid the light throws, nipping at his paws and sides.

"Quite the playful thing isn't he?" Balin chuckled.

"How many giant wolves can there be?" Bofur questioned, "He probably lost his pack and is happy to finally have a playmate again."

Thorin was about to reply when Beorn suddenly threw his sparring companion across the grounds and the King was forced to jump out of the way or else be crushed. Gandalf chuckled to himself, Thorin ignored him.

Wolf got to his feet, shaking out his long fur and seemingly admitting defeat as Beorn settled himself down for a nap. Wolf turned and faced Thorin, cocking his head to the side before getting down on his haunches. Thorin stared for a few seconds before Wolf gave an impatient bark.

"I think he wants to spar with you uncle." Kili grinned.

"Nonsense." Thorin grumbled, "With my sword I would easily injury him and without I am at a clear disadvantage when it comes to brute strength."

The Wolf made a scoffing noise.

"Use your sword Thorin." Gandalf advised, "I'm sure Wolf can take it, they are wise creatures you know. They never pick fights they don't have a chance of winning."

"And I do, is that is?" Thorin challenged, Gandalf just gave him a look that said more than his words ever could. The King felt his temper rising.

"Very well." He snapped, drawing Orcist, "But I give you fair warning, I will not go easy on you, if you are injured it is your own fault beast."

Wolf had been light hearted until that last sentence, after the word 'beast left Thorin's lips he saw the creatures eyes narrow and his muscles tense. It seemed the Dwarf had hit a nerve. Thorin had to admit, if only to himself, he was excited. Wolf would be a formidable opponent, standing taller than he himself was and no doubt being twice as strong. Thorin would still win of course, with a sword and his master of the art there was simply no way an animal, even one so large, could defeat him. But the work out would still be interesting and at the very least, good training for taking on wargs.

Wolf and he circled for a few moments before finally the beast made his move. He darted right and Thorin moved to parry with ease, only for his target to jump back, leap into the air and land behind him and kick him swiftly in the back with his hind legs, forcing Thorin to stumble and almost fall all together. Wolf had feinted him, and he'd fallen for it!

Thorin was not a warrior in name alone though and didn't let it faze him for long. Quickly he regained his footing and turned to face his opponent once more, giving a few quick slashes as he went. Wolf dodged them, barely, some of his long hair was sliced from his shoulders but Thorin had to admire his skill. Wolf knew his weaknesses, he stayed light on his feet, using his speed and agility to make sure his soft underbelly and neck were not exposed at any time.

Wolf ran to the side, clearly he was about to try and tackle him off his feet and hold him down, not likely. Thorin's instincts kicked in and before he knew what he was doing, he was countering the move with a sweeping blow with his sword.

A loud clang ran out and Thorin found himself standing stll in shock.

It had been another ploy, instead of tackling Wolf had opened his mouth and with perfect timing slammed his jaw shut, capturing the blade between his teeth. It was incredible, one moment sooner or later and Thorin would have either sliced through the beasts gums or knocked his teeth straight out of his body.

The two stood there for a few tense seconds, Wolf with Thorin's sword still trapped in his great maw before he yanked it free of its wielder hands and sent it flying across the field and impaling it into a stump.

Silence.

Thorin felt his blood boil. Wolf had beaten him.

Wolf gave him a sort of bow and Beorn roared his congratulations while Thorin went and pulled his sword free, temper flaring with humiliation. First Azog now this.

"Wow, Its been forever since anybody beat Uncle in a sparring match!" Fili breathed.

"I would not loose against a worth opponent." Thorin growled, "An animal is hardly that."

Wolf's ears drooped.

"I will be glad when we are away from this place." Thorin muttered to Dwalin, who'd come over to show his silent support, "Away from these beasts."

Wolf, whos sharp ears had obviously heard him made a whining sound and then dejectedly walked over to join the bear who was laid out on the ground at the edge of the field, curling up at his side.

"Uncle, I think you hurt his feelings." Kili whispered, though not particularly quietly.

"This quest is no place for empty words and kindness." Thorin retorted, "I've told you that before."

"I know. I just thought, since you befriended Bilbo…"

"Mr Baggins is a valued member of the company." Thorin argued, "One who has proven his worth to us, he is not some pet."

* * *

><p><strong>Oh Thorin! He respects Bilbo but now he hates Wolf! <strong>


	5. Chapter 5

Bilbo was sulking.

He knew it was petty and childish but he was. The sun had long set now and he was laying with his head in his forepaws by Beorn. The Dwarves having long since retired to plan their travel strategies through Mirkwood with Gandalf.

_"Still in a mood then." _

Bilbo flattened his ears against his head.

Beorn laughed, well, as much as a bear could laugh anyway.

_"Dwarfs are greedy, I do not know why you hold them, especially that arrogant 'king' of their in such high esteem." _Beorn scoffed.

_"He's a good king." _Bilbo argued,_ "Or, he will be. If you knew him, you'd know why he is the way he is. I just wish he wasn't so stubborn and blunt!" _

Bilbo sighed.

_"I only just earned his respect and friendship, what will he say if he finds out Wolf is me?"_

Beorn rumbled and licked Bilbo's forehead like his mother used to when she wanted to comfort him. Bilbo may have been acting like it, but he wasn't a child, but he allowed the action all the same. Beorn probably missed acting as a skin changer.

_"You are always welcome to stay here."_ The bear offered, _"I have missed my own kind and those Dwarves will bring you nothing but misfortune. I feel it."_

_"I signed a contract Beorn." _Bilbo replied kindly_, "And they are my friends, I want to help them reclaim their home."_

Beorn sighed sadly and placed his head on his paws. Bilbo felt a twinge of guilt. He knew Beorn was lonely here, thinking he was the only one left of his kind had taken a toll on him.

_"When the quest is over, I will come back."_ Bilbo added brightly with a friendly nuzzle, _"I will bring you to my Shire. The Tooks will be glad to meet you. Like I said we don't have any bears and the Badgers and Ponies will probably be a little intimidated but I know my Took cousins will love you." _

Beorn looked at Bilbo in silence for a few moments, there were many emotions swirling in his eyes, happiness being chief among them. Finally he replied.

_"I would like that very much my friend." _

Bilbo gave Beorn a friendly nuzzle, only a few short days ago he'd found the bear intimidating, now he reminded the Hobbit of a very large teddy.

_"You must promise to come back then."_ Beorn added quietly.

Bilbo looked at his forepaws, not wanting to meet Beorn's eyes. He hadn't really given too much thought to it lately but he knew there was a good chance he'd die on this quest. A dragon was no laughing matter. Strangely, a part of him was content with the fact that he may never see the green hills of the Shire once more. But all of a sudden the thought of leaving Beorn alone, waiting for him to come back and take him to meet other skin changers left him very depressed. Somehow he knew the man would never take the trip alone.

They stayed silent for a while after that, Bilbo not wanting to make empty promises and Beorn not wanting to hear them.

After a while Bilbo lifted his head to the stars and moon, they were so bright here. He'd spent a good deal of his childhood at moon viewing parties with his Took cousins, playing after dark. The sight was one he'd not stopped to admire in some time. Without any warning he lifted his head and howled. He sung, low and melodically, not really forcing any emotion to the forefront this time, it was just a simple howl to the moon to break through the silence that'd he'd unwittingly caused. Beorn stayed silent of course, a bear doesn't howl as a wolf does but Bilbo could tell he was listening.

-oOo-

Saying goodbye to Beorn was hard. The Dwarves said their thanks for his hospitality and the use of his horses and that was that. Bilbo on the other hand found himself looking back over his shoulder at the lone figure until he disappeared over the hills. He'd bonded with the other skin changer over the last few days and he was missing the bear already, almost as much as he missed the Shire at the beginning of their quest.

"Don't worry Bilbo." Bofur smiled, "I'm sure the food will last, and once we have Erebor back, you'll get to see a real feast!"

Bilbo smiled kindly at the oblivious Dwarf.

The journey was fast, it didn't take long for them to reach Mirkwood and Bilbo didn't like what he saw.

The trees were twisted, the leaves dark and shrivelled and they all wound together blacking out the light and darkening the only safe path. He felt his instincts flare, this wood was sick to its very core, filled with dark magic and ill will.

"This forest is sick." He murmured, touching a palm to the wood, "Can we not go around?"

"There is no time Master Baggins." Thorin replied softly, "But you are with us and we shall use the safe path, you've nothing to worry about."

Bilbo wanted to tell him he could practically feel the madness seeping out of the forest, confusing his sharp senses already but he didn't. Instead he just nodded, so be it.

"Follow the Elven path." Gandalf instructed, "I must-"

"You're not leaving us!" Bilbo exclaimed, "Not now!"

What was Gandalf thinking? His magic could protect them in this dark place! Bilbo did his best to dissuade the wizard but like normal, Gandalf got his way. Bilbo could only watch angrily as he rode off to Gods knows where as the company filed into Mirkwood. Thorin gave him a pat on the shoulder, probably his way of trying to comfort the Hobbit, before following them in also.

Inside was horrid. That was putting things lightly, Bilbo's senses seemed all mixed up, he smelt with his ears, felt with his nose, his eyes seemed to see everything in reverse. The Dwarves were no better off, muttering and walking in circles, complaining and yelling the whole while. Bilbo didn't have the energy to join in the arguing, he was too busy trying to tell up from down.

That was when the spiders came.

* * *

><p><strong>Sorry this chapter is kinda boring but I didn't want to just copy out scenes from the books or film.<strong>


	6. Chapter 6

**Just a heads up, Bilbo doesn't have the Ring in this story. I felt like it would ditract more than it would give to the story.**

* * *

><p>It felt like it had only been a moment since he'd turned away from the others but time didn't seem to flow properly in Mirkwood. Now Bilbo was all alone, no, alone wasn't the right word. He wished he was alone.<p>

Bilbo screamed as another spider appeared before him, shocking him and sending him tumbling down through the branches and into the webs. Immediately he began to struggle, desperate to get free but all that did was wind the sticky strings around him further until they ripped and he fell down once more, thumping onto the ground so hard he saw stars.

"Bilbo!"

Bilbo caught his breath, somebody had heard him.

"Bofu-argh!"

Bilbo's reply was cut short when a great white centipede like creature came scuttling toward him at an alarming speed, pincer snapping. The Hobbit barely moved in time and even so, he still felt the sharp pincers cut through his shirt and graze against his arm. He just prayed this creature wasn't venomous.

Without thinking Bilbo grabbed Sting and swung it in front of him almost blindly, grinning when he heard the creature hiss, he'd hit something.

"It stings!" the creature hissed.

"Yeah, it does." Bilbo growled, diving forward as he'd seen Thorin do with wargs and speared his sword through, what he assumed, was the centipedes head.

It stilled.

Bilbo gave a sigh of relief and went to remove his sword, only to find it stuck within the centipede. He pulled as hard as he could but something had the weapon stuck tight. The Hobbit guessed it may have something to do with the extremely sticky, blackish blood seeping from the wound. Months ago, he'd have been happy to leave behind a weapon but now was no time to be unarmed. Suddenly, he heard yells, it was Kili! The young Dwarf sounded like he was in trouble and Bilbo bit his lip, without his sword he wouldn't be able to help, but he couldn't risk staying here to unstick it when he didn't even know if he had the strength to do so at all.

If it really came to that, he could always change…

Another yell made the decision for him and Bilbo took off through the thick trees.

-oOo-

"Bofu-argh!"

The yell made all the Dwarves turn, at least for a moment, before going back to their battles with the insects. The spiders had separated them but now most of the company was back together, with the exception of Kili and Bilbo. Fili was nearly mad with worry, slashing through the spiders with much less tact and grace than usual, calling out for Kili all the while.

Thorin had to admit, it was the lack of follow up that concerned him. No matter who shouted Bilbo didn't answer again, the king just prayed it was because he was too busy fighting off a spider rather than…the alternative.

The King cut down the spider in front of him and looked around once more, desperately trying to find any sign of his darker nephew.

"Kili! Answer us!"

"Uncle!?"

The cry wasn't far from them, but that didn't mean much in this maze of a forest, but it was better than nothing.

"This way!" Thorin ordered, running toward where he'd heard Kili cry out, Fili and the rest of company with the spiders angrily clicking at their heels. Where were they all coming from? It seemed like every time he cut one down, another took its place.

"Kili!" Fili yelled and barrelled forward when he saw the predicament his brother was in.

Kili had one arm and leg trapped, stuck to a tree by thick webbing, his other hand thankfully held his sword and he was doing his best to keep the spider that had caught him at bay. Thorin tried to catch Fili before he went running in without a plan but wasn't quick enough, and with the other spiders on their tail they had no choice but to go forward. A move he sorely regretted a few moments later when even more of the beasts descended from the canopy above, putting a wall of insects between them and Kili.

"Hold on!" Thorin yelled, blocking a spiders fangs with his sword, "We're coming!"

"Thorin!"

A spider came crashing down on the kings shoulder, barley giving him time to turn and block it's fangs and essentially trapping him, he could only watch as Kili's sword was finally swiped out of his hands by the spider and it advanced.

"Kili!"

That cry wasn't from the Dwarves but Bilbo, who'd just appeared, also weaponless over the ridge. The spiders had them surrounded but Bilbo might be able to escape if he turned and ran now, Kili seemed to have the same revelation.

"Run Bilbo!" he urged, trying to inch away from the spiders, "Quick!"

But as usual, Bilbo did exactly the opposite of what he was ordered and started down the hill at a breakneck pace, heading straight toward the spider that had been going after Killi.

"Fool, go back!" Thorin yelled, finally pushing the spider off and getting to his feet to finish it.

Didn't that fool know he couldn't just tackle a spider the same way he had the orcs? Especially without a weapon! Thorin was going to yell again but before he could Bilbo leapt and changed. It all happened so fast, one moment a Hobbit was flying through the air but then his limbs seemed to lengthen, fur appeared from nowhere and a great wolf came slamming down upon the spider, crushing it.

The spectacle not only surprised the Dwarves, but the spiders as well and as shocked as he was, Thorin was a warrior and he knew better than to waste the opportunity. With a careful swing of his sword another spider was down and the battle began anew, but far more in their favour.

The wolf,

_Bilbo_, Thorin had to remind himself, flung himself into the spiders, ripping them apart with teeth and sharp claws. With the spiders spooked by the shape shifter, beating them was much easier, soon the others were scuttling back into the darkness of the trees, hurling curses as they went.

"They'll be back with reinforcements." Dwalin noted, "We need to move."

_"Kili, are you alright?" _

Wolf, or rather Bilbo, was carefully cutting through the webbing trapping the youngest Dwarf, hearing the Hobbit's voice from the same wolf that had bested him only days ago was, disconcerting to say the least.

"Wolf?" Kili muttered with wide eyes, "I mean…Bilbo, you're…?"

_"I know, I wanted to say something I just-"_ Bilbo suddenly stopped, _"Do you hear that?"_

"Spiders!" Balin cried as another wave appeared above them.

"Damn their speed." Thorin hissed, cutting another down, noting that at least there didn't seem to be so many this time.

A pained yelp caught his attention and he turned to see Bilbo desperately trying to shake the spider that had landed on his back, finally grabbing hold of one of its legs with his teeth and dragging it off and into a tree where it stilled.

"It bit him!" Kili cried, "What do we do?"

Bilbo stumbled before dropping onto the ground, the wolf was trying desperately to stand but his legs seemed to be failing him already. Thorin went to answer but was once again interrupted, this time by the sound of arrows sinking into the spiders. The Elves of Mirkwood were coming, and they would not be pleased to see them any more than Thorin was.

"We have to move! Thranduil will not take kindly to seeing you Thorin." Dwalin warned, as another arrow hit a spider, they couldn't be too far.

_"Thorin please,"_

Thorin blinked in surprise again at hearing Bilbo's voice coming out of the dull eyed wolf.

_"Please, don't leave me here alone."_

What?

"Dwarves!"

Thorin sneered, a group of tall, pale Elves were making their way toward them, walking all too gracefully around the bodies of the spiders. The leader, a young blonde Elf knocked an arrow, pointing at straight at the King's head, his hunting party following suit.

"Do not think I will hesitate to kill you." He growled, "What are you doing here in our kingdom? With an Elvish blade?"

"It was given to me." Thorin replied boldly, doing his best to keep his temper in check.

"Not only are they thieves, but their leader is a liar as well." The Elf replied, taking the sword as his archers searched and took the Company's other weapons.

Bilbo growled, Thorin could tell he was struggling to stand, his eyes were unfocused and dull, he just prayed the spider's venom was not deadly.

"And what's this monster?" One of the Elves asked, poking at the wolf's face with an arrow only for Bilbo to try, and fail, to snap it between his teeth.

"Our Dire Wolf." Thorin replied, coming up with the first lie he could.

Bilbo looked at him strangely, as if he'd been expecting something else.

"He was bitten by the spiders." The leader noted before shouting something in Elvish.

Thorin assumed it was an order to move them because he soon found his hands bound and tied, being led with the rest of the company through the forest toward Mirkwood.


End file.
